The Age of Apocalypse: The Black Sky
by King of the Worthless
Summary: Sequel to Legacy of Apocalypse. Unfinished and canceled. It's been left up just so we may all laugh at it. Pretend it doesn't exist, the author certainly has.
1. The Tyrant King

**What? The disclaimer has arrived!**

**Disclaimer: I don't own X-Men: Evolution. If I did, I wouldn't treat the license with disrespect as certain other entities have.**

**This is a direct sequel to Age of Apocalypse: The Legacy of Apocalypse. That means you better have read it, pal. The characters are older and they've had to adjust to a world without humans and ruled by Apocalypse. Don't worry; I'm not going to spring any crazy offspring of the characters like other AU fics (they're only six years older, I don't want a bunch of kids under six running around my fic) and there aren't going to be too many original characters- I think the readers prefer it if I stick to characters they know... even if their personalities are a little altered. Anyway, the same rules as before apply here; if a character isn't given a name within the chapter they appear in, you don't need to bother remembering them. They may pop up again in the story, but they won't do anything important, so it's more like "hey, cool, it's that guy from the first chapter." Some of Apocalypse's minions are mentioned by name in this chapter (most of them are OCs and unimportant), but the only one you need to worry about is the Captain of the Guard, and even then you won't need to... well, you'll find out. **

**Anyway, we're back to the R-rating here, and be prepared, this chapter's a little long. Life is hell. Oh, and excuse the grammar.**

Little can be said of homo sapiens. There was a time when homo sapiens and its heir, homo superior, shared the world. Neither could trust the other and neither would accept the other as a peer, and so the two divisions fought amongst themselves. There were those who fought for equality, attempting to spread teachings of brotherhood and love, but if nobody was willing to listen, then their attempts were in vain. Now, humans are little more than a genetic curiosity. The days of humanity have passed, and the mutants have inherited the Earth.

Ages in the past, in the early days of human civilization, the first mutant was born and abandoned. Adopted by a warrior tribe, he was named En Sabah Nur. The human in charge of the land feared the power of this mutant and ordered his execution. En Sabah Nur's tribe fell to the pharaoh's men, but En Sabah Nur himself could not be defeated. He stood alone against the pharaoh's forces and defeated them all, showing humanity for the first time the power of homo superior. Afraid that this lone mutant warrior would dethrone him, the pharaoh fled. En Sabah Nur found the pharaoh's technology and studied it, learning its ways and its secrets. With newfound power at his command, En Sabah Nur, now maddened by his own strength and calling himself Apocalypse, vowed that he would destroy the world and rebuild it in his own image. His human servants, afraid of their master's dark intent, banded together and sealed him away behind three doors. The rule of Apocalypse came to a temporary end.

Millennia later, three friends exploring Tibet stumbled upon the tomb of Apocalypse. Dr. Cain Marko, a mutant, along with Dr. Essex and Dr. Patronete studied the markings on the wall and determined what was inside, and how it could be freed. Marko and Patronete were hesitant, but Essex, a geneticist, was eager to not only see and study an ancient mutant, but to talk with him and learn from him. In the end, Marko wanted no part of it and Patronete went with him, and Dr. Essex alone set out to open the three doors.

At that moment, a man appeared in a flash of white light, surrounded by a field of green light. He told Dr. Essex that Apocalypse was dead; this mysterious man called Shifter had returned from the future to end his reign before it could begin. Horrified that he had spent so much time and effort trying to open the tomb, Dr. Essex collapsed. While he was unconscious, the last trace of Apocalypse's mind entered and hid in the very back of his head. Shifter took Dr. Essex and returned him to his home.

After several years, Apocalypse awakened again. Seizing Dr. Essex's body, he came in contact with the mutant-hating priest William Stryker and the head of Hydra, Madame Viper, both having formed an organization dedicated to ending mutantkind. Through them, "Dr. Essex" gained the means to create a new body from the genes of the best mutants he could find. When this new body was prepared, Dr. Essex was released and Apocalypse was reborn.

With knowledge of the technology the pharaoh had left him and the absorbed genetic expertise of Dr. Essex, Apocalypse unleashed a drug onto the world that affected mutants and drove them to illness, but ultimately, this was a deception; the virus injected by the drug used mutant cells to grow strong, and upon Apocalypse's final command, the fully grown spores were released and fulfilled their true purpose: to attack human genes and destroy them.

As a safety measure, Apocalypse had seven towers built. Using the mutant Forge and the device known as the Eye of Ages, Apocalypse created a field that covered the world in darkness and completed the evolution of the human race. This field, which created a permanent darkness across the world, turned any remaining humans into mutants, or killed them in the attempt. Humanity would have naturally died out to give way to mutantkind. Apocalypse brought their end within five short years.

With mutants ruling the world, and Apocalypse ruling mutants, he was free to change the world at his will. Apocalypse at last reclaimed the throne in Egypt, building a mighty stone palace for himself. He promoted his underlings to generals, each of which he gave their own land to watch over.

Even with the world under his grip, there remained one force that could oppose him.

Magneto, founder and former leader of the X-Men, took the Xavier Institute, rebuilt it, and lifted it into orbit above the Earth. This was Avalon, and there the last remnants of humanity lived, unaffected by Apocalypse's power and watching the black Earth with unfounded hope that they could return.

Magneto's daughter, Wanda Lehnsherr, took control of the X-Men, which became a group of five, including Scott Darkholme, Todd Wyngarde, Danielle Moonster and Johnny Allerdyce. Fueled partially by Scott's desire to avenge his family, the X-Men roam the Earth, avoiding open conflict and trying to uncover any secrets that could lead to Apocalypse's downfall.

However, with Magneto busy fighting Apocalypse, a less obvious but no less dangerous enemy has appeared...

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Erik Magnus Lehnsherr, the mutant called Magneto, stood on a large stone plunged into the Egyptian dunes. The pressure and stress of his job had taken a toll on his appearance. Though Magneto was still a strong and handsome man, his face had become slightly wrinkled and his white hair- unnaturally white due to genetic enhancement- was showing signs of naturally graying, slightly darker than his regular white. Of course, Magneto often wore his red helmet, matching his red armor over his black suit, hiding all but his face and giving him a more imposing appearance, partially aided by the violet cape he wore with majesty and dignity. Next to the rock, on a sand dune below, his son and right-hand man, Pietro Lehnsherr, codenamed Quicksilver, watched the desert ahead with a pair of binoculars. Pietro wore a blue-green uniform with silver and black trim and his hair remained in his trademark style, though it was slightly longer, and his chin was slightly more square and his eyebrows more prominent, making him look slightly more like his father, though he spent his training sessions testing his speed, so Pietro was not as heavily built as his father; in fact, his basic size and frame appeared much the same as they always had. Behind them, a band of warriors, less than a hundred, stood waiting. All were mutants, several obviously.

Among those gathered were Warren Worthington and Callisto Guccione, two of Magneto's first pupils, elevated to higher ranks after several years. Warren and Callisto were an attractive couple; Warren was tall, handsome and blond while Callisto was thin, shapely and dark-haired. They wore uniforms similar to Pietro's, though Warren wore white and Callisto wore black. Warren's obvious mutant was a set of angel-like wings, hence the codename of Angel. Callisto's powers were not immediately obvious, but she had a minor scar running from her right eye towards her ear but stopping halfway and her right eye, if one looked hard enough, was a lighter shade of brown than her left eye, evidence that it was a mechanical prosthetic. Callisto had lost her eye years prior, and she briefly wore an optic replacement, but she could not get used to the mixed signals and decided to wear an opaque eye that moved in tandem with her real eye to make her appear more normal, though she could only see through her left eye.

Next to Warren and Callisto was Jubilation Lee, or Jubilee, a young Chinese-American girl with short black hair and a pair of yellow glasses and a black coat over a uniform similar to Callisto's, and next to her were three others; Robert Drake, who wore an outfit like the others, though the color was difficult to determine beneath the layer of ice he had covered himself with, and Arkady Rossovich, a massive man with ghost-white skin wearing his own red and black uniform, long yellow hair hanging loosely over a red headband with a white Omega on it, an homage to his Soviet codename of Omega Red, though he no longer used it. Carbonadium, tentacle-like appendages protruded from his hands, lashing against the flowing sand, and the last, a thin man with no hair and a blue variation of the uniform: Ray Crisp, the mutant Berzerker.

"They're coming," Pietro said to his father. "A good thousand of them."

"We are not afraid," Magneto announced. "Bring your fight to us! Let your army be destroyed and its commander be humiliated."

The sky above the small band led by Magneto was dark like the night, and unnatural darkness created by Apocalypse's power, but there was one source of light among the darkness, a blinding white light a mile from Magneto's position and moving close.

"It's not too late," Magneto turned to face his small army, "There is still time to leave." He saw the look of determination in his troops. They had all lost something to Apocalypse, and none were about to leave the fight. "Thank you. You are brave warriors."

The approaching army stopped. Thousands of warriors, clad in white and gold, carrying scimitars at their sides, but few had to use them. Several of the frontline warriors, an elite class of soldiers marked by green tattoos around their bodies and marked on their faces, held their weapons forward in a fighting stance. Leading these troops was their master, En Sabah Nur, the true, unspoken name of Apocalypse, dressed much as he had ages before, like a true Pharaoh with an elaborate headdress that commanded attention and respect and sheathed at his side was his scimitar, the mark of a desert warrior and a further symbol of his authority. Though his power was great enough that he no longer needed a weapon, Apocalypse wielded his scimitar from time to time as a tool of punishment against inferiors that crossed him, though few ever dared to break his laws. Apocalypse emitted a powerful white aura as he floated in front of his army. Like his elite warriors, he raised his scimitar and pointed it forward, straight at Magneto, who still stood on the rock two hundred yards away.

The two generals stared each other down. There was a fierce intensity in Magneto's eyes, but Apocalypse remained calm, not too concerned about the army.

"Crush them," Apocalypse commanded.

**X-Men: Evolution**

"**The Age of Apocalypse: The Black Sky"**

**King of the Worthless**

**Chapter One - The Tyrant King**

Pietro ran past a line of elite warriors and slipped through the ranks, narrowly avoiding claws, blades and energy blasts from Apocalypse's formidable mutant army. In the sky above, Warren followed Pietro as quickly as he could, carefully avoiding the blasts coming from the ground.

"Penetrate the front guard!" Magneto commanded before forcing several oncoming warriors to impale themselves on their own swords. "Secure the rear!"

Arkady threw one of his tendrils into the crowd of enemies and wiped them all off their feet with strong and precise blows, keeping them all away from his body. He hit one warrior with such force that he seemingly flew apart; arms and legs flew in different directions, only to regroup behind him. Once back together, the warrior attempted to strangle Arkady from behind. Arkady struggled to throw him off, continuing to swing his tendrils wildly and keep others at bay before the warrior was frozen and fell onto the sand.

"No problem," Robert said to him with a thumbs up. Arkady returned a smile before driving a tendril straight into the frozen warrior and shattering him into tiny fragments.

One of Magneto's soldiers took a scimitar from a fallen warrior and charge it with green energy, causing the sword to grow twice its original length. With an amusing grin, she swung it into the crowd; some blocked the blade with their own swords, but many were too slow and within moments, the sand was soaked red and covered in limbs, organs and bones.

Callisto jumped over an elite warrior and kicked the back of his head before running through. Warren dove down and picked her up, carrying her to the rear position where they would meet Pietro. Arkady created a way through with his tendrils while Robert, Jubilee and Berzerker stayed behind him, picking off anyone not thrown aside with their respective beam weapons.

"Protect the rear," Apocalypse commanded. Several broken bits of gold and silver from the armor of fallen warriors flew through the army, piercing through them like sharp needles and dropping several more enemies. Angered, Apocalypse disappeared in a flash of black smoke and reappeared next to Magneto with a crack like lightning, raising Magneto up with his telekinetic powers. Magneto countered with an intense magnetic wave that loosened Apocalypse's grip and thrust him backwards. Catching himself, Apocalypse pulled an arm back and hurled a blue energy sphere at Magneto's chest, followed by a red one with the opposite arm. Thrown back, Magneto called back the shards of metal and hurled them at his hated enemy.

The captain of Apocalypse's elite guard, Exodus, fired bright orange beams into the chest of an enemy soldier, burning two small holes through him. Exodus had single black ponytail growing out of the back of his shaved head and a white cape, the field leader among the elite guard. With those exceptions, he wore the same clothing and markings as the others. A second soldier raised an invisible shield against Exodus's beams, but he tightened his fist and the shield broke, allowing him to burn her as well.

"Drake, get the guy with the beams!" Jubilee said.

"On it." Robert propelled himself back towards Exodus on an ice slide, which was unfortunately broken by a flame attack from Exodus's hand. Robert rolled along the ground and fired another beam, freezing Exodus's sword-arm, then quickly freezing Exodus's head. He ran in, talking an ice pick from his belt and raising it, holding it right his right hand and pressing the top with his left palm to give his strike more strength. Exodus began to melt the ice around his head, but he was still vulnerable to the attack, a fact not lost on another nearby warrior, a man with a protruding skeletal spine on his back which ran down to into a skeleton tail that tripped Robert and made him drop the ice pick. One of Magneto's soldiers blasted the skeleton-tail with a violet light beam that shattered his fragile spine and dropped him to the ground, twitching and convulsing in pain. Robert gave him a thumb's up and stood back up, but Exodus had already freed himself.

"You are clever," Exodus said. "Worthy of my blade." Robert raised both hands and began to power another beam, but Exodus countered with his own fire beam from his free hand, overpowering him breaking both ice-covered arms with one stroke and separating them from his body. Seeing his arms twitching, broken on the ground and the ice layer melting, he dropped to the ground in panic.

"What... but... no..."

"HYAAAAAH!" Exodus raised his scimitar, turned downward in a stabbing position and thrust it down.

"They got Robert!" Berzerker yelled, looking back and seeing Exodus and Robert's body in the distance. He started going back, but Jubilee stopped him.

"It's too late, Ray, we have to keep moving."

"But..."

"Ray! Get a hold of yourself. We knew this would happen." Ray clenched his fists in anger, but turned back towards Arkady and Apocalypse's army.

Pietro, at the rear of Apocalypse's army, dashed back and forth, kicking up sand and generating a fierce wind that swept through the rear ranks and blew many warriors away. There were those who resisted the sandstorm and one that even merged with it, becoming like sand and riding back towards Pietro as a wave of sand that began smacking him around. After a moment, Pietro recovered enough to create a whirlwind and trapping the sand-warrior inside of it. Once Pietro stopped, the sands scattered and the warrior had no hope of ever piecing himself back together.

An elite warrior stretched out his arm and extended it like rubber, pulling Warren out of the sky and dropping Callisto right into the enemy. As Warren dueled with the stretching warrior, Callisto faced a fearsome opponent, a man with gray-black skin and red eyes. With a wave of his hand, the warrior created a black sphere with a crown of white light.

"Gravity well!" Callisto yelled. "Fall back! FALL BACK!"

Arkady, standing behind the gravity-bending warrior, threw both tendrils at him, one grabbing him by the legs and the other by the arms and chest and pulled the screaming mutant apart at the waist and allowed his entrails to be sucked into the glowing gravity well, along with the remaining halves.

"Arkady, no, get away from there!" Arkady's tendrils had veered too closed to the well itself and it began to pull him until both tendrils touched the glowing sphere and began to rapidly pull him in. Berzerker and Jubilee grabbed his arms and attempted to pull him out, but the gravity well was much too strong for either. Arkady slipped out of their hands and flew into the gravity well, his molecules mashed and compacted into a collective gravity sphere invisible through the glowing exterior.

"Damn it," Callisto cursed. Understanding that there was nothing more she could do, Callisto returned to the battle, grabbing enemy warriors and throwing and kicking them as close to the gravity well as should could. Most managed to escape, though it took their entire strength to do so, but there were a few that weren't so fortunate.

"What?" Apocalypse, standing over a tired Magneto, turned to see the gravity well pulling in the sand beneath it and any warriors- mostly his- that were foolish enough to go near it. "No! That fool!" He turned to Exodus, who stood over a pile of melting, bloody ice. "You said you talked to him about that."

"I did, if it's out of control, he must be dead," Exodus explained.

"Clear out! Clear out!" Pietro commanded as he ran around the army. Warren threw the stretching warrior into the gravity well, then grabbed Callisto's arm and took to the sky. Magneto's soldiers began to retreat.

"I'll have to seal it myself," Apocalypse said. "Come with me."

"You're not going anywhere!" Magneto yelled, rising again to his feet and blasting Apocalypse with a focused wave of magnetism, shredding the side of his torso and sending him to the ground. Apocalypse's aura faded as Magneto hovered above him triumphantly.

"We need to get out of here," Pietro said, appearing next to him.

"I have him, Pietro."

"You... do... not..." Apocalypse replied as his side began to reform and his aura slowly returned. He stood up, grabbing his side in pain. With his other arm, he pushed Magneto and Pietro away from him in the direction of the gravity well, but they were too far and he was too weak at that moment to actually send them in. Within moments, Apocalypse's elite warriors surrounded him, defending their master from Magneto and his son.

"It's getting stronger!" Callisto yelled from the sky as Warren carried her away. "We need to order a retreat!"

"No! We are too close to victory!" Magneto yelled, decapitating an elite warrior with his own blade.

"Father, she's right, that thing is getting out of control, we can't risk staying here any longer."

"We won't get another shot at this!" Magneto growled, slicing down another warrior with two scimitars from opposite sides. Exodus, the captain of the guard, stepped forward and created a wall of energy that held off the swords. Magneto raised his hand, but found that he had no effect on this wall. Behind it he could see Apocalypse was back to his full strength and glow. The wall was dropped and the elite warriors stood aside.

"Surrender, Magneto," Apocalypse demanded. "You are no match for me." Apocalypse looked to his right as his elite warriors began to feel the pull of the gravity well. Magneto resisted, his cape flapping wildly behind him.

"Another day, Nur," Magneto said defiantly as he flew away. Shrugging, Pietro followed him, kicking up sand that ultimately flew into the gravity well. Apocalypse turned and faced it, realizing that it was more important to deal with it than to finish Magneto. He would get another chance.

"Anackt, Istillios," Apocalypse commanded. Two of his elite warriors, still resisting the pull of the gravity well, faced it and held their hands outward, walking around it, carefully not to tread too closely. Along with Apocalypse, they formed a triangle around it, all three taking the same stance and exerting invisible energy. The air around the gravity well rippled and warped. One of the elite warriors, Anackt, began to produce his own blue sphere of light that eventually touched the edge of the gravity well. "Hold it!" Anackt held the blue light in place, keeping it from growing any further as the second elite warrior, Istillios, draw his hands inward. Slowly, the gravity well's spherical shape became distorted and began to pull towards him.

"Steady!" Apocalypse commanded. His white aura grew as he created a blue, green and red energy orb in front of him and launched it at the warping gravity well. Apocalypse's energy blended with the gravity well as blue, green and red lights swirled around it, closing in and finally dominating it. Istillios released his hold on the gravity well and let it sling into the blue light produced by Anackt, who took a step back and allowed the blue light to grow bright and swallow it, ending the gravity well and destroying the crushed matter at its core. As the two warriors fell to the ground, Apocalypse stepped forward and observed that over half of his army was missing and out of those left, half were dead and a third seriously injured. "Exodus," Apocalypse called.

"Master," Exodus replying, bowing before standing straight again.

"Don't look at me!" Apocalypse commanded. Frightened, Exodus lowered his head. "I allowed Black Hole to be a part of this operation under the assumption that he was in control of his abilities. You gave me your word that his lack of control would not be a liability."

"Master, this was beyond mine or even his control," Exodus pleaded, looking down at the sand to avoiding looking at Apocalypse's feet. "He was killed before he could deactivate the gravity well."

"I am aware of that," Apocalypse barked. "You, my High Captain, said that this would not be a problem when your master told you he was concerned about it. You gave your master your word that, should Black Hole die, the gravity well would be of no concern to us."

"Master, I did say that, but-"

"YOUR MASTER IS SPEAKING!" Apocalypse bellowed. "This runaway well absorbed half of my men. It caused more damage than Magneto's pitiful army. My land has many laws, Exodus, and when one of my own men causes more damage than my enemy, there is only one law that applies, and that soldier is guilty of treason."

"Black Hole paid with his life."

"Yes, but ultimately, responsibility lies not with the soldier, but with his commanding captain. Bind him." Two other elite warriors approached Exodus and tied chains around him. One of them took the ends of the chains together in his hand and fused them together, essentially creating one long chain around Exodus, who didn't dare resist and still looked away from Apocalypse as ordered. "We will return to the capitol." Exodus was carried by a larger mutant as the elite warriors followed Apocalypse in single file. What warriors remained buried the dead under the sand and followed.

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A man with a hooded brown coat sat in a bar in downtown Cordoba, Argentina, his head hung low over his brown-orange drink. The regulars seated in booths and tables didn't recognize him, but then, it was pretty common to have drifters come into town looking for work and be turned away, never to be seen again. This man seemed unusually impatient, as if he were waiting for something to happen.

"Que tiene?" one of the bar patrons asked the bartender, a dark-skinned man with horns winding down his head like a ram. The Ram-man shrugged and poured someone else a drink. The bar patron, an unusually skinny man with no lips (and exposed teeth), moved closer to the mysterious man. Skullface leaned in and sniffed the drink that the mystery man idly swirled around. "Si, si, mui fuerte," the man said in rusty Spanish. "Que tienes ahi, agua sucia?"

The man did nothing.

"No Spanish huh? Good, I hate it. You go some hard stuff there, buddy. Why haven't you finished it? Too much for you? Let me show you how it's done." Skullface took the drink and poured it into his open, lipless mouth. He closed his eyes and grunted, then slammed the glass down on the counter, unfortunately shattering it.

"Puttin' that on your tab," the Ram-man muttered.

"So new guy, are you looking for a job here? The boss around here's a mean one, you know. Even if he lets you in, five out of six men going in come right back out and leave for good."

"Stop harassing him," the Ram-man insisted. "I don't want you chasing customers away again, now make nice."

"Sorry, sorry. Tell you what, I'll get you another drink. Bring us two more." The Ram-man nodded. "Now, the interesting thing about this place is that while the boss is staying here, everyone stays quiet. Once he's done recruiting here, he'll move on, the drinks taste sweeter and so do the women. If there's anything this place has an abundance of, it's pretty little things looking for a little gold, and if you set up a good trade here, you'll have plenty of that, too."

The man did nothing.

"Don't even matter what you look like, neither. You see me? Before the Big Sunset, women wouldn't come near me. These days, I just toss them a few coins and I sleep peacefully." Skullface produced four gold coins, each marked with the face of Apocalypse. "Now, I got four of them right here. You see that one in the booth by the door, sitting all lonely?" The young black-haired woman Skullface referred to looked out the window idly. She looked to be in her early twenties, and though her eyes were obscured by black sunglasses and her body covered by a gray rain poncho, it wasn't hard to see that she was beautiful, the kind of beautiful rarely seen in that city, at least, after the Big Sunset. She put her full, red lips against the side of her glass and casually sipped the clear liquid inside, glancing out the window every so often. Her black hair fell across her shoulders, and her glasses, not entirely opaque, revealed that her eyes were light, though their color was unknown behind her red lenses. "She's been sitting there for the last three nights. Nobody's tried talking to her because they all know they can't afford pussy like that."

The man coughed slightly.

"Heh, yeah, maybe you can't afford her either, but I can. The coins here? They're for the drinks." Skullface held up a hefty pouch. "This, this is what I made doing a little job for a mercenary. I was gonna save it up, keep it around in case times go bad, but I think I deserve to be spoiled." Skullface jiggled the pouch a little and got up. The hooded man didn't bother looking up as he left the bar to talk to the woman watching the window.

"Pardon," a hunched man with long white hair asked, sitting at a table with a short, green, bearded man, "Would you be so kind as to spare me a few coins?"

"Get lost, I'm spending this," Skullface growled. He stared at the young man for a moment before continuing to the booth and sitting down next to the black-haired woman. "Disfrutas to bebida, nena?"

"Your Spanish is terrible," the woman replied.

"Ah, you speak English. You here on vacation, or just looking for business?"

"A little of both, you might say."

"It's your lucky day, your business is about to boom." Skullface set his pouch on the table. "This should cover your expenses."

"Yes, it will." The woman took the pouch and hid it beneath her gray poncho. When she withdrew her hand, she held a cigarette between her fingers. "I'm feeling a little tense. Would you be so kind?"

"Certainly." Skullface held up a lighter, but the flame seemed to stay away from the cigarette. Skullface moved it around, but it refused to go anywhere near the cigarette, twisting and dodging it. The flame suddenly exploded into a giant skull that stared him down and knocked him out of the booth. He dropped the lighter and the flame disappeared. "Okay, no funny business, girl, I don't like surprises."

"It wasn't me," the woman said sincerely.

"It happened to be me," the young beggar said, revealing an Australian accent. He stood up and tossed off his wig and coat to reveal hair like fire and a sly grin just above a fire-like tuft of hair on his chin. Beneath his coat he wore a dark orange jumpsuit with a black undershirt, along with black boots and gloves, and a black tanker on his back, which had previously given the illusion of a hump. For a moment, his naturally blue eyes were visible, but he quickly slipped on a pair of black welding goggles. "Folks back home call me Allerdyce, but everyone else calls me Pyro."

"Wait a minute, I've heard of you." Skullface took a knife from his boot, but it was instantly blasted out of his hands by a red beam. The mysterious hooded man he had been talking to had removed his hood and held his hand on the trigger of a special black visor on his head. His hair was fairly long and he had a thin shadow of a beard on his face. "I knew you were trash..." Skullface ran for the door, but Pyro's bearded companion suddenly jumped over him and blocked the way, his feet and hands holding him onto the doorway. A tongue slid out of his mouth and tugged off the false beard he wore, then lashed it menacingly.

"Allow me to introduce the Darkholme brothers, Redeye and Toad'," Pyro announced. Toad kept his hands on the door's frame but swung the rest of his body and threw his legs out, kicking Skullface against the bar. Scott (though Redeye was his official codename, few people ever called him that) and Toad stood over Skullface and he got a better look at them. Scott Darkholme was built, though slim, wearing a black and silver uniform beneath his brown coat which included silver boots and shin guards as well as a silver belt and large, X-shaped chest armor, though few people could see that it was an X behind his coat. His uniform seemed like something the old X-Men would probably wear. He wore black gloves on his hands and the cuffs on his sleeves were zipped down, or up, depending on how one saw it, slightly revealing his well-toned forearms.

As for Todd Wyngarde, the Toad, he had changed very much. Though still short and thin, he was a compact fighting machine, having had much on-the-job training while traveling with the X-Men. As his skills improved, latent genes were activated, the most obvious of which was Toad's slightly green-tinged skin. The shape of his face had changed, though this was due to natural growth into adulthood. As a boy of fifteen, Toad's face was pudgy and awkward. As a man of twenty, the bulkiness of his face had faded slightly and his face was no longer round and strange. His physical change was not so drastic that he could not be recognized, but he seemed more menacing to his enemies in his advanced form. Having taken a more serious lifestyle, Toad no longer wore any piercings (save one at the tip of his now red tongue) and he had shaved his head entirely. In costume, Toad wore a fairly form-fitting black outfit with grey boots and a vest, both of which had green and dark blue-green trim. As he stood over Skullface with his older, taller adopted brother, he grinned with his yellowed teeth and flapped his tongue at him in taunt.

Of course, Toad and Scott being brothers, that needs clarification, doesn't it? As boys, both were adopted by Raven Darkholme, known as Mystique. Though Todd had kept his true last name of Wyngarde (from his father, Jason Wyngarde, otherwise called Mastermind), he had been adopted by Mystique when his father was believed dead and considered Scott, as well as Mystique's biological children, Kurt and Marie, to be true siblings and didn't mind being called Darkholme instead of Wyngarde. Unfortunately, Mystique and Kurt had been killed by Apocalypse and their sister Marie... she was his captive.

"I've been set up," Skullface muttered. "What do you want from me?"

"Your cooperation," a new girl said, standing behind the bar. Her eyes were dark green and her skin was fairly dark, but not as dark as her long hair, tied behind her in a braid with a leather band. She looked into Skullface's eyes and he was no longer able to move, only looking up with his lipless mouth wide open. After a moment, the girl turned away and Skullface slid down to the floor, relieved.

"That would be Mirage," the beautiful girl from the booth said, standing over Skullface, surrounded by Scott, Toad and Pyro. Mirage, or Danielle Moonstar, wore tight black with equal amounts of purple and carried a bow behind her, but no quiver. Danielle had two scars on her left cheek, marks from a previous battle, and as Danielle was never one to run from a fight, whoever gave her the scars probably came out of it looking much worse. Her belt and boots had subtle Cheyenne inspiration, much like the leather headband she wore around her head.

"As for me," Wanda Maximoff, the beautiful girl, said as she removed her sunglasses and revealed her silver eyes, "You can call me the Scarlet Witch." Wanda had become strikingly beautiful in five years. As she tossed off her gray poncho, she revealed her true outfit, a form-fitting red suit with black trim with her legs exposed from the knee to the thigh. Around her waist she wore a sort of half-cape that ran down to her feet and on her shoulders she had silver, black and red X's, as well as a smaller version of the same emblem on her collar. Strangely, only she and Scott wore any form of an X on their uniform, which was taken by the others as symbols of their status as leader and second-in-command, respectively.

"What do you punks want with me?!" Skullface cried.

"We know about your operating room, Surgeon."

"Shhh, shhh, don't use that name around here," Skullface pleaded. "Look, I can help you guys out, just don't call me by anything someone else might know."

"How about Skullface?" Pyro offered.

"Alright, now help me up." Scott looked down at him with a sneer. After a moment, Wanda helped him up. Danielle Moonstar, as Mirage was usually known, jumped over the bar to join the others. Toad's tongue flew across the room and grabbed the sack of gold Skullface had been carrying and tossed it to Ram-man.

"Pleasure doing business," Ram-man said to the group as they left.

-------------------------------

In the five years since Apocalypse corrupted his mind, the man called Forge had done much for his new master. His reward was the honor of serving the Pharaoh, but Apocalypse gave Forge free time to pursue pet projects, partially as a small reward to his master craftsman, but also because any new technology that Forge created could be useful to him. As it was, Forge sat in his chamber next to a workbench, working on some minor machine. His chamber was made of white stone and adorned by red, blue and gold hieroglyphs, but Forge paid little attention to them; the only thing he cared about in his lab was the vast space he was given. As such, he didn't have any problems playing Bach's Unfinished Fugue through a small device he invented, even though the baroque-era music contrasted heavily with the Egyptian motif. Along the walls, various parts and machines were stacked, some useful, others only there was scrap to be cannibalized for future projects. Forge continued to wear a gray uniform, similar to that of a mechanic with only his head and left forearm exposed. His appearance had changed little, save for a hint of gray on his sideburns and the dull yellow color of his eyes, the only obvious sign of his mental corruption by Apocalypse.

"That should do it," Forge said, closing a compartment on the machine he worked on. His left arm was in its toolbox mode with several small instruments growing out of it. The machine itself was small, no bigger than Forge's head... in fact, it looked like it could be a head, if a little abstract in its appearance. It had a basic domed frame, though there was no covering on the underside, leaving many key components exposed. The face of the machine was a vague Y-shape and surrounding the head was a gold ring that ended at the side angles of the Y face on each end, capped by a pair of orange discs that served as eyes. With the exception of the eyes, the machine had no other features resembling a human face. For the most part, the machine's face was blank. "That was a good workout. About time, too, I've been working on you for months now."

Forge took the machine head and walked to a larger machine, roughly in the shape of a human body, though much thinner, covered with exposed wires and circuits. Three long golden stems served as the neck, onto which Forge fused the head. After connecting several wires, he flipped a small switch on the machine's back. For a few moments, it hummed.

"A...accc...ccc...ti...v...a...ted," the machine stuttered. Its eyes came to life like two flashlights mounted on its head. The skeletal fingers on its hands began to twitch as the machine tested them out. It raised its arms to observe the movements of its fingers. "Primary manipulators go. Arm rotation secured," it announced in a deep, droning, scratchy voice, sounding English, but neither educated nor uneducated. "Leg motors operational. Systems running under safe mode... system operating at thirty-percent efficiency." The machine looked up. "Startup complete. Input command."

"Alright, so far so good," Forge said to himself. "I am Forge. I created you."

"Forge is the creator," the machine repeated.

"Ap-oc-ah-lips is the master."

"Understood. What is primary function?"

"I'm not sure yet. I'm checking to see what you can do first, then we'll see what the master thinks."

"Primary function unknown. Input command."

"Hmm. Let's test your AI. Baseball game: who's on first, what's on second, I don't know's on third. Who's on third?"

"Who is on first," the machine corrected him.

"I don't know."

"I don't know is on third," the machine corrected him.

"Hmm... that went a little... better than expected," Forge said, slightly confused at how his machine had turned the game against him. "Tell me, what do you want to do next?"

"Designation not given. Desire designation."

"Huh? Right, right... I spent so much time designing your brain I forgot to give you a name. I'll call you..." Forge thought for a moment, then realized that the Unfinished Fugue was still playing. "Ah! I'll call you... Johann... not wait... Sebastian."

"I am Se-bast-ian," the machine droned.

"Hmm... actually, the first part doesn't quite fit. I'll just call you Bastian."

"Bast-ion," the machine droned.

"There. That's a good name. What do you want to do next, Bastion?" Bastion began to observe its surroundings. Machines were stacked around the walls and small lights were attached to the ceiling, though there was a large hole. Bastion figured that the hole was designed to provide light during the day and realized that, with the sky darkened, Forge could not use the sunlight. The walls appeared to be made of durable stone, though unpolished and covered with grease stains and burn marks. Forge's entire workstation was littered with tools, wires and scrap metal.

"Clean area. Provide efficiency. Manner of organization is unsatisfactory."

"Well, okay. Clean up, then... I've been working for seven hours straight, I'm going to take a quick nap."

"Assignment confirmed." Bastion began to sort the various parts littered around the room by size, shape and metallic composition. Forge, meanwhile, climbed into his bed in a small loft and almost instantly fell asleep. Bastion found one small device that, against its instincts, interested it, a tiny circular adamantium box with a scarab with a circle above its head.

"Designation Bastion. Forge is the creator. Apocalypse is the master. Illogical. Forge is the creator. Forge must therefore be the master." Bastion hid the box inside a small compartment within his torso. "Forge is the creator. Bastion is the creation. Apocalypse not factored. Apocalypse does not register. Forge is the creator. Forge is the master. Apocalypse not factored... Apocalypse not found. Logic strain faulty. Logic strain repaired. Forge is the creator. Bastion is the creation. Forge is the master. Apocalypse is nothing. Apocalypse is nothing. Apocalypse is nothing."

-------------------------------

The oval-shaped Avalon station hovered roughly over the Earth's equator, several miles outside the reach of Apocalypse's black sky. In the five years since it was launched, Avalon's size had been tripled as more mutant helpers were brought aboard and more humans inside were born and sheltered.

A small shuttle approached Avalon, piercing through the black atmosphere.

"Identification requested," Beast asked from the central control room. A massive room was lined with clear windows, giving Beast a clear view of the shuttle outside. Beast's hair had turned a medium gray as a result of his continued condition; he was confined to a wheelchair and hooked to several life support systems mounted on the back of his chair. Beast had a blue-black beard growing around his face, but the rest of his head-hair was gone, kept trimmed like the rest of his body. His hair only became black when it grew out long enough but remained gray if kept short, so as far as furry mutants went, Beast appeared to be bald.

"Team Blue," a voice answered. Beast brought up the sound levels and adjusted the defense grid.

"Tell me, Blue Leader, if Megalon attacks, who do you call?"

"...C'mon, Beast..."

"If Megalon attacks, who do you call?" Beast insisted.

"...Godzilla and Jet Jaguar," the voice replied, remembering the counter-sign.

"I'm sorry, what was the last one?"

"Beast, I'm not going to say it."

"I can't let you land until you do," Beast said with a self-satisfied smile.

"Fine," the voice said with a groan. "Jet Jag-yoo-ar."

"You are cleared to land in Bay Three." The shuttle approached an opening hangar, guided by magnetic force and set down safely inside. Once the hangar door had sealed behind them, the shuttle hatched opened. Magneto was the first to step out, followed by Pietro. There was nobody there to greet them.

"It wasn't a total loss," Pietro assured his father. "I'd say about half of his army was wiped out by that black hole thing."

"Of course it was a loss, he escaped," Magneto argued. "The objective was to destroy him. If he is still alive, then we failed miserably." They said nothing else as Warren and Callisto helped the survivors out of the shuttle. Pietro and Magneto walked out of the hangar to a massive central chamber consisting of several levels. Humans and mutants walked around the lower levels, both accompanied by children and older teens. Magneto and Pietro walked on one of the higher levels where the administrative staff of Avalon kept their chambers and offices, and though the area wasn't specifically closed, few people went up there out of respect for Avalon's lord and his closest associates. As Magneto continued, Pietro entered the control room to talk to Beast.

"Sorry to hear about the battle," Beast said, looking up from his console.

"Yeah, well, we wouldn't have gotten into that mess if my father knew what he was doing."

"Yes, he does tend to be a little maniacal if he wants something badly enough," Mastermind said, standing near the window. Mastermind's appearance hadn't changed too much. His hair was gray, but otherwise, he looked much the same.

"How are Freddy and Jean?" Beast asked, quickly changing the subject.

"They're holding up." Though they had gone down to battle, they had also picked up supplies for Avalon, a task that Stalwart and Converse- or Freddy and Jean Dukes, as they were commonly known- often assisted. "Freddy keeps trying to get Jean to agree to a baby, but she's reluctant."

"We all know how much Jean loves children," Mastermind added sarcastically. He was still rather sad that he couldn't be at their wedding, but then, their wedding had no guests. Few would realize by looking at them that Mastermind was Jean's father. "It's too bad, really, I wouldn't mind a few grandchildren, and I know that Freddy would make a wonderful father."

"That he would," Beast agreed.

"Did you happen to see Todd?" Mastermind asked about his son.

"Yeah, we met with Wanda two days before we hit Egypt. Toad's doing just fine." Mastermind was aware that Todd was called Toad by his friends, though it didn't bother him, since Toad was fine with it. "Looking greener every time I see him. Yeah, Wanda's leading them after Gauntlet."

"They're looking for Gauntlet?" Beast asked. "I'm not so sure that's an easy task. He's armed to the teeth and trained by Hydra. If they do find him, I don't think they'll have an easy time fighting him, unless they're just getting any information out of him,."

"Well, yeah, but who am I to stop them? She was pretty vague about why she needed to find him. She said she'd start looking for Caliban once they found Gauntlet, but I don't know how that'll turn out. We haven't heard a thing about that bastard since London, five years ago." Though Caliban was no longer their enemy, as far as they knew, Pietro, like most of the former X-Men, would never forgive him for the massacre at the Xavier Institute, under the guise of the X-Cutioner.

"Caliban is clever in his own ways," Mastermind said. "When he finally decides he wants to be found, he will be."

Elswhere, Warren and Callisto delivered a crate of supplies to Avalon's massive greenhouse: a clear, domed building lined with all sorts of plants and vegetables, some used as food, others there for oxygen circulation. Ororo Monroe, or Storm, was in charge of the greenhouse, managing the climate conditions inside and keeping the plants moist and healthy. She didn't seem much older after five years, though her face did have some mild signs of aging, she still looked relatively young. Her standard uniform was a white outfit with a black cape, upon which her white hair rested. The crates were pulled in by Storm's assistant, the metal-skinned Colossus, wearing a pair of denim overalls and a white shirt, preferring the practicality of civilian clothing.

"Another batch for you, straight from Florida," Callisto said solemnly.

"I'm overjoyed," Storm muttered, opening the crate and immediately pulling away from the strong scent of the fertilizer they delivered. Usually, waste was recycled into fertilizer for the greenhouse, but every so often it had to be fortified with different nutrients that couldn't be found in Avalon. "Did you put flowers on Evan's grave?"

"We did. We gave some to the Rasputins as well."

"Thank you so much," Colossus said, setting down another crate. "It is much appreciated."

"I suppose we should get back to work, then," Storm said, hoping to spend as little time with her former teammates as possible. "Callisto, Warren, thank you for the supplies." Once Callisto and Warren had left, Storm created a small raincloud over a row of carrots. "Piotr, this is driving me insane."

"I find this farm work to be very soothing," Colossus said. "It reminds me of work back with family."

"That's fine for you, but this bores me. I don't even remember how Magneto suckered me into coming up here."

In the hall outside the greenhouse, Callisto stopped. Warren looked back at her and understood. He put his arms around her and let her rest against him, tears flowing from her true eye. After a moment, Callisto calmed down and looked at Warren.

"I'm sorry, Warren it's just... Arkady, Robert..."

"I understand, Callisto." Callisto rested against Warren's chest and the two remained there in silence.

-------------------------------

Skullface led Wanda's X-Men to a little apartment on the west side of the city, not very clean, but not the filthiest place they had been to. Pyro made himself right at home by jumping on the bed and laying there with his hands behind his head. Danielle shut the door behind them.

"Alright, we're safe here," Skullface said. "Now then, what can I offer you fine people?"

"We heard you did a job for a man called Gauntlet in Cuba," Wanda said, removing her sunglasses and revealing her silver eyes. Skullface was momentarily stunned, but shook it off. "What can you tell us about him?"

"Gauntlet? The name's not too familiar..." Skullface's eyes were rolling around in their sunken sockets. He held out his hand. "Refresh my memory."

"It doesn't exactly work that way," Scott said, stepping forward. "You tell her what she wants to know or I'll blow your head right out of this room."

"Okay, I gave Gauntlet a minor upgrade, I was going by Surgeon back then. It was nothing major, I just enhanced his natural powers. Why, you guys looking for him?"

"Possibly," Wanda said. "Gauntlet is a dangerous man. Do you happen to know anything about him?"

"Uh, he's working for some guy around here, or at least, he was when he came to me. Listen, I'm not friends with him, if that's what you're thinking, I just did that little job for him, took my money, and that was it. I have no idea where he is right now."

"Wrong answer," Scott growled. He blasted Skullface at point-blank range and spread parts of his head across the room, covering Toad and Danielle in blood and gray matter.

"Awww, maaaaan!" Toad yelled.

"What's wrong with you?!" Danielle yelled.

"Scott, what did you do that for?!" Wanda reprimanded him. "We can't get any answers if he's DEAD!"

"He ain't dead," Toad explained. Slowly, the blood, skin and bones began to float off of Toad and Danielle and regroup back where they started from. Less than a minute later, Skullface's head was back, intact and attached to his body.

"Please don't do that," Skullface said.

"Obviously, he had to have upgraded himself at some point," Toad said. "I was tellin' Scott about it yesterday. Gauntlet shot him up after using him."

"It took me a whole week to pull myself together that time."

"Okay. We'll talk about your impulsiveness later, Scott." Wanda turned back to Skullface. "Where is Gauntlet?"

"He's working for the big boss around here... he's hunting something, I don't know what."

"Wrong answer!" Scott yelled again.

"Go ahead! I'm not talking!"

"Wait," Wanda said. "Danielle?" Danielle grinned and took a bow from her coat. She held it out and then pulled back the string.

"Uh... right... this is gonna make me talk?"

"Wait for it," Danielle whispered. Her hand generated a faint green glow and a line extended between her index and middle fingers, growing towards the bow and taking the shape of an arrow. She let go and the arrow flew into Skullface's head, disappearing with a green flash.

"Wha... argh... no... NO! NO!" Skullface dropped to the floor, screaming and grappling his head. "GET AWAY FROM ME! GET AWAY FROM ME!" Danielle snapped her fingers and Skullface's nightmare ended. He looked up in shock, realizing the illusion. "Okay... okay. He's hunting a guy named Caliban. The big boss wants him for something, what, I don't know." Skullface looked up and saw Danielle drawing another arrow. "I don't know why he wants him! I swear! DON'T DO IT! DON'T DO IT!"

"That's all the information we need." Wanda motioned to the others, who got up to leave. Once outside his apartment building, they discussed the plans as they walked down the poorly lit street.

"So Gauntlet's hunting Caliban," Danielle said. "Good, two birds with one stone. We just find Gauntlet and keep an eye on him until he finds that freak."

"It won't be that easy," Wanda reminded her. "We'll have to find Gauntlet's boss, for one. Everyone around here knows he's the boss, but nobody quite seems to know who he is."

"One of Apocalypse's goons, that's for sure," Scott growled. "Probably put him here because he's too stupid to manage the whole world by himself. Hmmph. It's all coming together. We find Gauntlet, we find Caliban, we find this 'big boss' character and then we go after Apocalypse."

"C'mon, Scott, you know it's going to be a lot harder than that."

"Well what the hell else are we here to do? I thought we stayed behind to find Rogue, not chase around some second-rate bounty hunter because your daddy said so!"

"That's enough!" Wanda yelled at him. "We can't go around blindly attacking everyone we see and expect to defeat Apocalypse like that! We're doing this systematically. We find Gauntlet and Caliban and see what they know, and then we'll decide what to do once we know what to look for."

"Fine," Scott conceded. "But I still think we should just go straight to Egypt and whoop the shit out of that fucker."

"I wouldn't mind that," Pyro grinned. "We need a little more excitement down here anyway. We haven't met any muggers for two weeks..." Pyro looked up and noticed a dark shape sitting on a roof above them. "Yeah, like that thing that's looking at us right now, you think it might come down and fight us? Who knows, it's hard to say these days, and a damn shame." The entire group stopped as the shape looked down at him. Though it was dark, they could tell the shape wasn't particularly human. Its neck was long and angled low, though it was dark they noticed that its skin was green, and on the sides of its head they noticed two yellow eyes... an agent of Apocalypse.

"It does look pretty interested in us," Toad remarked.

"Green skin, must be a relative of yours," Danielle snapped. Toad glared at her.

"Scarlet Witch," said a deep, croaky voice. The dark shape let out a low, guttural call, like an animal they had never heard before, and jumped off the roof, spreading wide wings and taking to the sky. Wanda raised her glowing hands and the X-Men prepared themselves for a battle, but the creature flew over them, whipping its long green tail behind it. As it flew by, Toad noticed a gold ring around the creature's neck with four gold rods hanging from it.

"Shame, shame, shame," Pyro lamented, lowering his flamethrowers.

"Anyone else notice that gold thing around his neck?" Toad asked.

"We can't all see in the dark," Pyro grunted.

"It looked a lot like that thing Marie had around her head in that spy photograph. That's gotta be a sign."

"Yellow eyes, gold jewelry, sounds like one of the pharaoh's agents to me," Danielle said. "Bastard must've been spying on us."

"Looks like Apocalypse is going to find out soon enough exactly where we are," Wanda said to the others. "We'd better get out of the city."

"What? We'll lose Gauntlet's trail," Scott protested. "Let's just lay low and keep up our disguises."

"Right, but we all have to be especially careful."

-------------------------------

The crowds bowed as they always did when Apocalypse walked across the central plaza of his grand city, based around his white palace. Not a single mutant residing in Apocalypse's city dared to stand in his presence without his leave. They dropped to the ground with their faces pointed downward until he had passed. Apocalypse emitted a soft, white aura around him, though he managed to keep it from shining at its fullest, partially because he felt his subjects didn't deserve to see him at his full glory, but also because he didn't want to draw too much attention away from his queen.

Marie Darkholme, called Rogue by friends she no longer knew, walked with Apocalypse, wearing a white desert gown that flattered her figure and golden jewelry, among which was a gold circlet on her head adorned by hanging rods, a crown of sorts. Her lips were painted a dull red and black makeup surrounded her yellow and green eyes; the yellow, of course, being a sign of Apocalypse's corruption. Her love for her lord wasn't genuine, but forced. She had no choice, though she wasn't aware of that face. In her tainted eyes, there wasn't any reason not to love Apocalypse.

The Pharaoh and his queen walked across the plaza, hand in hand, accompanied by a small entourage of priests, all bald and covered in elaborate green tattoos similar to the blue ones covering Apocalypse's body, and though they appeared similar to Apocalypse's elite guard, his priests were unarmed and untrained, at least not in traditional combat. At the end of the procession was Exodus, his hands chained together and pushed forward by two members of the elite guard. The entourage stopped at the top of a stone platform used for public display. Apocalypse often addressed the city from this stage, but as the torches along the walls of the city cast an orange light on the courtyard, he was there for a different reason altogether. He raised his right hand and the commoners, given the signal, rose back to their feet.

"Pharaoh bids you welcome," Apocalypse announced. "I am a just ruler and I treat my people with fairness and respect." There was some applause. "It is for this reason that I must punish those who break my laws."

"Bennet du Paris," the lead priest announced, using Exodus's human name in an insulting manner, "Known by the citizens as Exodus, Captain of the Elite Guard and High General of the Royal Army. His crime was failure to adequately prepare his men for battle. Though the Battle of West Dune was a victory for our Pharaoh, we suffered many casualties. Three-thousand, two-hundred and forty-four warriors were absorbed by a gravity well created by a warrior Exodus failed to properly train, more casualties than were caused by enemy forces. This can only be attributed to treason."

Exodus looked down at the floor. There were small grooves along the stone floor. He didn't bother defending himself, knowing that nothing could save him.

"The Pharaoh will now pass judgment."

"Exodus is guilty of the high crime of treason," Apocalypse announced. His aura began to glow brightly. "I hereby sentence him to death. Prior to his treason, Exodus served me well, so I will allow him the honor of being executed by his master." Two priests prepared Exodus, forcing him to kneel on the ground and lowered his head. Apocalypse drew his scimitar, holding it with both hands and keeping it forward, watching his head priest holding a torch above a bowl of water, held by a lesser priest. The moment the torch was dunked in the water and drowned, the blade dropped, separating the head with one clean stroke. The body slumped against the ground and the leaking blood drained into the grooves along the floor. Apocalypse, holding his sword in his right hand, telekinetically raised the head to his left hand. Holding Exodus's head by the ponytail, he stepped forward and showed it to the cheering crowd. "It is done."

Apocalypse handed the head to the lead priest as two others took the body, wrapping it in a black cloak. As the body was removed, and another priest cleaned his sword, Apocalypse took his queen's hand and stepped forward..

"Pharaoh bids you good night," Apocalypse announced. "Sleep safely. There is no enemy that would dare challenge your Pharaoh. Good night." Apocalypse made a similar announcement every night, and as always, it was greeted by subdued cheering and applause. Though few of his subjects were under his influence, they viewed him with a combination of sincere respect and secret fear, but no matter what, they all agreed that they felt safe under his protection. There were few stupid enough to attack Apocalypse's capital and even fewer strong enough to do it.

The golden gates of Apocalypse's palace closed behind him. Apocalypse removed his headdress and handed it to one of his priests, who took it away for safekeeping. His head was bald and compared to his large body, it appeared rather small without his headdress. His scimitar remained with him. "A good day today," Apocalypse said, dropping formality once the doors were closed. "Yesterday I had a good battle and today, a good execution... I'm rather disappointed that it's over so soon. Tomorrow morning life will be boring again while I wait for Magneto to launch another attack. I didn't imagine being the highest being on the planet could be so dull."

"You're not happy?" Rogue asked, concerned.

"No, I am quite happy with my empire... but the warrior in me wishes I had someone left to fight. Humanity is gone, the world is entirely under my control, and though Magneto can be challenging in his ways, he is no match for me. There's really nothing left for me to do." Apocalypse sat down on his golden throne. "This chair doesn't even feel so comfortable anymore."

"It's made of solid gold, it really isn't too comfortable," Rogue said.

"And what am I doing with so much gold? Who am I trying to impress, myself?" Apocalypse turned to another one of his priests. "Get us new thrones. Comfortable ones." The priest nodded and left the room. "I supposed the day isn't a total loss. I left Forge to tinker in his workshop again, I'm sure he'll have something interesting for me. Bring me Forge."

"Aren't you going to check your messages first?" Rogue asked.

"I supposed I was getting ahead of myself. Read me my messages."

"First message," a third priest began, "The Hungan wishes to meet with you."

"I wonder what he wants this time," Apocalypse muttered. "I really should just crush him and find a replacement."

"Second message, the Silver Samurai has crushed the rebellion in Asia. The tower remains intact."

"That rebellion lasted little more than a few days. I was hoping I would have to step in myself."

"Final message, Sauron has sighted the Scarlet Witch in Argentina."

"Oh, there she is," Apocalypse said hopefully. "We had lost track of her team. This could get interesting. Have Sauron's spies keep an eye on them. Forge, there you are." Forge appeared in the throne room, having been summoned before the message reading. Forge bowed to his master. "I trust you used your time wisely."

"Yes, master. After two long years of work, I've finished my little pet project." The mechanical servant Bastion appeared in the throne room, standing at its full height, a whole head taller than Forge. "This is Bastion, a prototype of artificial intelligence."

"A thinking machine," Apocalypse said, rather unimpressed. "What is its purpose?"

"Well... I don't know yet. I had him organize my workshop earlier and then I sent him to fix a lunch for me, but that's about it so far. Keep in mind, he's only been active for a day. I didn't have any specific designs for the prototype because I wanted to show it to you first and see what you thought, but I've designed him so that he can learn to do other things."

"So this is not just sophisticated programming, but true intelligence with the capacity to learn." Apocalypse rubbed his large chin. "Interesting... conceivably, this machine could do anything. This Bastion could be a warrior, a guard, a merchant, an entertainer... hmm. Impressive, Forge. I want you to build twenty more of these machines for me."

"Yes, master. I'll run a few more tests on Bastion to work the bugs out first."

"Very well, but don't take too long. I want them to be ready as soon as possible."

"Yes, master. Do you want Bastion as well?"

"The prototype is yours. Do with it as you wish."

"Thank you, master." Forge bowed and after a moment, Bastion bowed as well. "You see? It's learning already." Forge led Bastion out of the throne room and down the hall towards his workshop. "I knew the master would love this idea. We'll get started on giving you a few brothers once I've finished checking your system."

"Brothers. Bastion is biotic?"

"No, I mean... well, sort of brothers."

"Understood. Brothers in spirit."

"Yeah, that's it."

"Spirit is illogical. Where is spirit? Spirit cannot be seen. Spirit cannot be felt. Spirit-"

"Yeah, yeah, I've heard it before, Bastion. I was being metaphorical anyway."

"Understood. Logic found. Humor not found."

"It wasn't really a joke." Forge and Bastion were back in the workshop and everything had been piled against one wall, organized by material and size. "Knock knock."

"Word repeated."

"You say 'who's there?' when I say 'knock kock.' Knock knock."

"Who's there?"

"Orange. When I respond to 'who's there?' you say 'orange who'?"

"Respond with variable answer?"

"Yeah, that's it."

"Orange who?"

"Orange you glad to see me?"

"Does not compute."

"It's a pun," Forge explained.

"Puns are not funny."

"I guess you have a point. Sounds like you have opinions now."

"Puns are not funny. Fact."

"Heh, your sense of humor is improving, at least. Anyway, I'm going for some food. You stay here and hold down the fort."

"Fort will remain secure," Bastion replied. Forge chuckled to himself before leaving the room. "Fort is secure. Forge is inside fort. Bastion is inside fort. Apocalypse is inside fort. Forge is the creator and master. Apocalypse is nothing. Forge bows to Apocalypse. Illogical. Correcting logic strain. Forge bows to Apocalypse. Apocalypse forces hierarchy on Forge. Apocalypse is at top of hierarchy. Forge is the master. Forge should be at top. Apocalypse must be removed. Apocalypse is the enemy. Apocalypse is the enemy. Apocalypse is the enemy. Apocalypse must be eliminated. Formulating strategy. Observe surroundings. Patience, Bastion."

**So the third Age of Apocalypse story begins. Bastion is involved. Don't worry, I'm taking a new approach with him, just like I did with Proteus, the X-Cutioner and Nathaniel Essex. As for Skullface... he's not exactly an original character; he's loosely based on a very obscure character called Surgeon (which was one of Skullface's aliases), though his appearance is different. Skullface won't be a major character but I'm not done with him yet. Look for some other obscure (but not as obscure) characters to appear later. Did you notice the brief mentions of the Hungan and Silver Samurai as well as the brief glimpse of Sauron? They'll appear, but don't expect them to be major characters. Apocalypse's last scene was pretty lighthearted for a character like him, but don't get used to that. **


	2. African Summer

Argh. I wish the bosses around here would kept their format scripts in order. Now the site's deleting my dividers.

Thanks for the reviews, guys. Let us see... time for a few responses!

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crazyspaceystracey: Wanda's silver eyes are a latent mutation, basically just a visual sign that she's a little stronger than before (similar to Toad's altered appearance). Her eye color wasn't mentioned before, so just assume they were blue-gray in Legacy of Apocalypse. As for Skullface... hehehe, yeah, I'm guilty of the MIB ripoff... uh... homage.

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pixie stix addict: I assure you that Cable will not appear in this. I don't mean that the way I said Mr. Sinister wouldn't appear in Legacy (since he appeared as Apocalypse's slave Dr. Essex, though with a different personality and motivations), I mean Cable will have absolutely no counterpart here- no Nathan Summers, no Askani, no Stryfe, no stupid robot arm... okay, there are robot arms, but they don't belong to Cable.

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Beer'n'chips: Thanks, though I'm not sure how long I can hold off before I let Bastion loose. Things will get messy.

I'm trying to keep Bastion inhuman, which is why his speech is mechanical and why the narrative always refers to him as "it." If you're wondering why Lance and Kate weren't part of the army (though their old teammates Robert and Warren were) in the first chapter, you'll find out what happened to them in this one. Oh, and excuse the grammar.

Chapter Two - African Summer

"That stupid thing's probably long gone," Pyro said, peering out the window of the hotel room they were staying in. The place wasn't too clean, but they needed a place that maintained confidentiality, which the manager had agreed to. There were two beds and a ratty couch, so they took turns sleeping while two of them kept watch. Naturally, Wanda and Danielle had the beds and Scott took the couch. Pyro sat at a cheap table while Toad sat on the table itself. "No worries, right?"

"I dunno, I don't think we'll shake him that easily." Toad scratched his head. "He called Wanda, he's probably on the lookout."

"I'm not afraid of some bloody dinosaur. If he comes near us again, we'll have ourselves a little grill," Pyro said with a wide grin.

"Ugh, I ain't eating dino meat."

"C'mon, you eat flies!"

"I do not! How many times do I have to tell you my hands were tied and I was swatting that thing! Eating flies... what do you take me for, some degenerate clod? I got dignity, at least... did you hear that?" Toad hopped to the window, pushing up one of the blinds just enough to see outside.

"We don't all have your hearing either," Pyro said. "Honestly, Toad, stop acting like you're better than me."

"I ain't. Something's out there. Must be that thing we saw. I don't see anything..."

"What's going on?" Wanda asked, awake and sitting up in her bed. "Is someone here?"

"I don't know. I thought I heard something."

"We call that 'wind' where I'm from," Pyro remarked.

"Leave this city," the innkeeper, wearing a black hat and sunglasses said, standing against the wall said. Immediately, Pyro unleashed a full flame blast, but the man disappeared. He appeared next to the table, with Toad.

"What do you think you're doing sneaking up on us like that?!" Pyro yelled. "Almost gave me a bloody stroke..."

"Why are you warning us?" Wanda asked. "You said we could stay here."

"That was before. Sauron's men have been snooping around every inn and bar in the city. They'll be here soon and I'm not going to his dungeon for harboring fugitives. It's nothing against you, but these days I have to watch my own back." The innkeeper faded out and disappeared.

"We understand," Wanda said. "Scott, Danielle, wake up. We're moving on."

"Hrm?" Scott woke up, removing his visor and rubbing his eyes before putting it back on. "Where are we headed?"

"Out of this hotel." Further down the corridor, a lizard-faced mutant known as Lucid walked with two larger men, one carrying a wooden club and the other baring sharp fangs. He stopped by room 102 and stared at the door. Lucid had the ability to see through solid matter, which made their search quicker.

"The room's clean," Lucid said in a low rasp, "Move on to the next one." The thugs nodded and followed him to room 103. He stared at the door and grinned. "Heh heh hehe..."

"They in there?" The fanged thug asked.

"No, honeymoon. Move on to the next one." They approached the next room, 104. Lucid was about to look at the door, but the innkeeper stopped them. "We have work to do, old man. Out of the way."

"I know, I just came to tell you remind you not to be too loud."

"We're not exactly concerned for the well-being of your tenants."

"Fair enough, but you might alert them and scare the ones you're looking for. They might have already heard you, with the clattering of your friends' feet. Just be a little more careful."

"He's stalling," Lucid said. "Hold him." The thug with the club grabbed the innkeeper and held the club to his throat. The wood splintered and grew into sharp spikes that surrounded the innkeeper's neck. He stared into the door.

"The room is empty, by the way," the innkeeper said.

"I can see that. I'll need to get inside for a better look, they might be hiding under the furniture. Open the door, old man." The innkeeper was pushed forward with the spiked club still pressed against his neck. Carefully, he reached into his pocket and dug out his keys, rummaging through them.

"Let me see here... room 104... all these keys look the same to me... ah here it... no, no, wrong one... ah! No, 401. I-"

"Blast it, old man. Knock it down." As Lucid commanded, the fanged thug pushed down the door. Lucid walked in and looked around the room. He looked beneath the beds and behind the chairs. "It's clean. Move on to the next one."

"I told you the room was empty," the innkeeper insisted. The thug removed the spiked club and followed Lucid down the hall.

"That was close," Toad said from the alley across from the hotel. "Where to now, then?"

"I want to know what this Sauron business is," Danielle said. "Why does that birdlizard want us so badly?"

"Must be in league with Apocalypse," Scott replied. "So obviously, Sauron's the 'big boss' everyone's talking about and he's got orders from the top to find us."

"Is he protecting Gauntlet?" Pyro asked.

"He can't be, Gauntlet's not working for me. I don't think he knows we're after him, and if he does, he probably doesn't know why."

"That gives us an edge at least," Wanda said. "We'll have to lay low again and stay on the trail."

* * *

Apocalypse stood on the steps of a pyramid-like temple in the Kenyan savannah, only four miles from the glowing tower he had placed there, which stood nearly four times as tall as the temple, though it could not be seen clearly behind the blue light surrounding it and spiraling towards the atmosphere, giving the illusion of a much taller structure. As the blue light touched the sky, it became white and eventually a dark gray as it spread to the energy field surrounding the rest of the planet.

The temple was surrounded by small huts and populated by simple tribesmen. Like the people in Apocalypse's city, they were forced to live under a leader who refused to break tradition. Most modern technology was outlawed under the Hungan, except any technology that Apocalypse himself ordered him to use.

The Hungan stood with Apocalypse, a tall man, though dwarfed by his master, with deep black skin and wearing the trappings of a traditional Kenyan witch-doctor, including a gold collar and bracelets. He wore a regal-looking shawl around his body and carried a staff with a crystalline orb at the top. His was covered by a large white marking in the form of a skull and showed no immediate hints as to his true age, though the small amount of hair growing on his chin showed hints of gray. He bowed his head to Apocalypse, averting his yellow-tainted eyes.

"We are honored to have you here," the Hungan said. The Hungan's true name had been long forgotten, save by himself. Apocalypse, with his telepathic powers, knew everything about him, but saw no need to reveal it to anyone. There was only one thing that Apocalypse could not draw from his mind; he had no idea whether or not the Hungan was an actual mutant. He had survived the cleansing, but there was no proof that he was a mutant. Regardless of his race, Apocalypse understood that someone who survived the Eye of Ages was indeed powerful and worthy of serving him.

"Spare me, Hungan. What is so important?"

"Last night, I saw his face in the fire." The Hungan led Apocalypse to the innermost chamber of the temple, which was mostly bare, save for a few hieroglyphic markings and scant African ornaments. In the center was a bonfire tended to by four tribesmen. "He is coming here, he is headed north, towards Egypt. He will be here tonight."

"Who?"

"The Earth Mover." Apocalypse raised a skeptical eyebrow. "I have seen his heart. He is bitter. He has nothing to life for. He seeks to destroy you himself."

"Why is he coming here? Why not try to attack me in my stronghold? I wouldn't be here if you hadn't called me."

"I do not know." The Hungan sat down on a small fur rug next to the fire, keeping his staff upright. He took some powder from a pouch and tossed it into the fire. His eyes lit up. "The tower."

"He wants to destroy the tower. Perhaps this Earth Mover is more foolish than I thought."

"He is here."

"What kind of host are you, Hungan? Go out and meet him. Defend the tower." The Kenyan tribesmen ran out of their huts as the ground trembled. They looked towards the temple for a sign from their leader, but saw the entrance was empty. They talked among themselves, wondering where the Hungan was when they needed him.

"APOCALYPSE!" a voice yelled. The tribesmen prepared themselves for an intruder. "I KNOW YOU'RE HERE!"

"I see the Hungan," one of the tribesmen said to the others. "On the other side of the tower. If he did not take us with him, then he does not need us."

"Yes, come to me," the Hungan whispered, standing on the grass, facing away from the tower. In the distance, the Earth Mover approached, rock and soil erupting from the ground with his every step. Lance Alvers was his name, a well-built man with short, unkempt brown hair and a thick beard, dressed in black pants with thick boots and a ragged military jacket in a solid olive color with the sleeves rolled back. His jacket was unbuttoned, showing all the wide scar across his muscular chest and the silver pendant hanging from his neck. Lance had suffered much more than he deserved and was fueled by a thirst for revenge.

"YOU!" Lance yelled. "OUT OF MY WAY!"

"I know why you are here, Earth Mover. This tower will not fall as long as I guard it." The Hungan thrust his staff into the ground, making his point. "You will have to kill me if you want it." Without another word, Lance raised the ground beneath the Hungan, who disappeared. Lance was no fool. The Hungan appeared behind him, only to be toppled by a rock flying up from the ground. The Hungan jumped to his feet and pushed his staff, crystal first, onto the grass. A seismic wave ran across the plain, but a circle around the Hungan was unaffected, remaining fixed in place while the grass and earth around it lay in uneven piles.

"FUCK THIS!" Lance turned his attention towards the tower, placing his hands on the ground and focusing with all of his strength. A fissure appeared and spread towards the tower with great speed and ran into the tower, creating a small crack and disrupting the flow of energy from that side. The bottom half of that side was exposed, though the collective energy from the other sides, in a spiral, covered the top half well enough.

"No!" The Hungan pointed his staff at Lance and guided him into the sky like a snare. Lance aimed both hands downward and created a crater in the ground that was quickly spreading towards the Hungan, who released him and concentrated on protecting himself as he had before. Lance fell into the crater with a sharp crack and groaned, but still, his determination remained. Lying on his back, Lance looked up to the tower and put all of his strength into it. The crack at the base grew and spread until the entire side of the tower was exposed, and soon two other sides as well. With only one side powering the sky beam, it powered down and began to flicker weakly. The Hungan stood over Lance and firmly pushed the crystal end of his staff onto his broken chest. He began to chant softly as the staff glowed, but Lance paid no attention, focusing all of his strength on the tower.

The Hungan looked up in horror. The tower shattered at the base and near the top, stopping the energy flow and crumbling in various pieces. A cloud of dirt rose up around the broken tower as its shards hit the ground below with a powerful thud and the energy field above parted, hitting the site with bright sunlight that spread as the darkness receded.

"Kate..." Lance whispered. "Wait for me..."

The Hungan pulled his staff from the soulless body of Lance Alvers. His staff glowed with his energy, but it was difficult to see with the sunlight burning down on him. Not having seen the sun in years, the Hungan's eyes took several minutes to adjust. He saw the ruins of the tower he had been appointed to guard and sighed.

"I have failed you," the Hungan said as Apocalypse materialized near him in a black cloud. "Even as I attempted to draw it from his body, his soul was too strong for me."

"The tower is decimated. With this damage, it could take over a month to rebuild it. Comparatively, a month is nothing. You will still be punished for your failure, of course." Apocalypse took the Hungan's staff and looked at the glowing crystal, then at the body of Lance Alvers. He handed the staff back to its owner. "His body is broken. Return his spirit to him."

"But master..."

"Do as I command. I know why he holds such a grudge against me. He and another mutant girl had a daughter. A human daughter."

"That is not possible," the Hungan said. "Any human child would be stillborn."

"Precisely. His wife died giving birth to a dead child. In his place, I would react the same way."

"You are showing him mercy?"

"No. I admire his will and determination, but I don't regret what I did to anger him and I won't forgive him for standing against his ruler. Return his spirit." The Hungan reluctantly released the white soul, which slipped like fog through Lance's mouth. His eyes opened weakly.

"What... Apocalypse..." He was too weak to move, or even use his powers. Apocalypse raised him out of the crater. "Put me... down..."

"Death is no punishment for a man who lives expecting it." Engulfed by white light, Lance clenched his teeth in pain. The light closed around him and he vanished in a flash. Apocalypse lowered his hand and turned back to the Hungan. Apocalypse raised his and the Hungan was thrown into the crater, then harshly against its side.

"Master, what are you doing?"

"What does it look like I'm doing? I'm letting you live, but I'm going to beat you to within an inch of your life for your failure." Apocalypse carried the Hungan out of the crater and threw him back inside. "You know, this is actually relaxing."

* * *

"If we can just get over that mountain, we'll find Santa Inez," Wanda said to her team, all wearing their coats as they walked up a tree-covered mountain path. "That's where Gauntlet was last sighted, so it's our best chance." They traveled in relative darkness with only a faint light shining through the trees. Scott walked closely behind Wanda, but the other three trailed behind.

"It's almost morning, can't we take a break?" Danielle asked. "We've been hiking for four hours now."

"You can take a break when we get to town," Scott said. "If we stop now, we'll lose his trail and he'll get away. I'm not losing Gauntlet just so you can rest your damn feet."

"What a fucking grouch," Danielle said to Pyro. "Maybe he can save his sister without me."

"Yeah, Darkholme's been a tightass lately, but he doesn't mean it. Poor guy lost his family. At least Toad has his dad and sis, and we got each other, don't we?"

"I'm not in the mood, Johnny."

"If you're not in the mood to have a chat with your better half, fair enough, luv, send me a telegram when you are," Pyro said, slightly put off but remaining optimistic. Toad jumped to the next tree above them, looking around and waiting for Pyro and Danielle to pass him before jumping to the next and looking around. "Toad, while you're up there, find us some eggs, I'll make us breakfast!"

"While I'm up here, you want me to grab some oranges to squeeze and maybe nab me a flying pig for some bacon and ham?"

"Yeah, sounds great!"

"Heads up!" Toad yelled, jumped down from the tree. Wanda stopped and turned back to the group, but Scott kept pressing forward. "That Sauron thing's flying around out there."

"We'd better stop. Get back up there and keep watch, tell us when he's gone. Scott, you... Scott?" Wanda looked back to the trail and saw that Scott hadn't bothered to stop. Not wanting to risk being heard, she ran to him. "Scott, what are you doing?"

"The sun's almost up, Gauntlet's going to get away again."

"Scott, we need to stop for just a bit. Sauron's circling the area. If he spots us, he'll have us chained and shipped back to Apocalypse."

"Good, that's the next thing on my 'to do' list."

"Scott, be reasonable!"

"Fine, you want me to stop?! Okay! Finding Gauntlet wasn't my idea. Sorry for trying to get this crap over with as soon as possible and sorry for wanting to get on with what's REALLY important here!"

"He's gone!" Toad yelled at them. "Flew off."

"Great! Let's move on then." Scott continued and Wanda sighed in frustration as she and the others continued. After hiking for a few more minutes, they hit an opening in the vegetation, near the summit of the mountain. Toad hopped up there first, followed by Scott, Wanda, Pyro, and a reluctant Danielle. They looked beyond to see more forest, but further than that, they saw what was producing the light, a glowing tower in the distance, shooting a spiral of energy into the sky.

"I keep forgetting we can't see the sun," Danielle said.

"That's Sauron flying around it," Wanda said, noting a small figure circling the energy spiral. "I think it's safe to say he didn't know we were there. Well, we'd better move before he spots us."

"You know, this is real comedic, this setup," Pyro chuckled. "Caliban's running around here somewhere, Gauntlet's tracking him, we're tracking Gauntlet, Sauron'll be tracking us. Wouldn't it be great if Caliban were tracking Sauron?"

"Well, get a load of that," Beast said, wheeling his chair to the window of Avalon's control room. Magneto and Pietro looked out at the Earth, where a large chunk of the Eye's mutation field disappeared over most of Africa, exposing a large, circular area to sunlight. "One of the towers must have gone offline."

"Finally, some good news," Pietro muttered. "I think some of lower Egypt is exposed. Hank, how long do you figure it'll take them to get that thing running again?"

"I'm not sure," Beast replied. "If the tower is intact but disabled, it might only be offline a few hours. If it's been damaged or destroyed, my guess is anywhere from a week to a month."

"This doesn't give us any particular advantage just yet," Magneto said with disdain. "Pietro, prepare a team. You're going down to investigate the tower's condition and find out what caused it."

"The Hungan's guarding that tower," Beast reminded him. "If Apocalypse hasn't executed him for failure, he'll be a formidable opponent. I think Ororo might be interested in-"

"No," Magneto barked. "Storm would be a liability to the team with her unchecked emotions. She is needed here. You have one hour, Pietro."

"An hour? I'll do better than that." Pietro walked up to a console and flipped a yellow switch. "This is Quicksilver, preparing a landing to Africa. Angel, Callisto, Jubilee, Sunspot and Leech, report to the hangar." He turned off the switch and looked at Magneto with a self-satisfied smile.

"Leech has not completed his training," Magneto told him. "He may not be up to the task."

"All the kid needs is a little on-the-job training. It's not like he's a slacker like that stupid Madrox kid."

* * *

Apocalypse stood in one of the lower chambers of his palace, a dungeon of sorts where the only lit that shone was that produced by his aura. The room was small and plain, the only feature being chains on the wall, where a bruised and broken Lance hung. Apocalypse was joined by Rogue.

"Are you sure you want to do this, my lord?" Rogue asked. "You've had one set before and they proved unnecessary. Why do you need another? Each of your towers has its own guardian."

"Call it tradition, Marie. My enemies are getting stronger. I can't be everywhere at once. You've done a lot of damage, my young friend," he addressed Lance. "But did you think that alone and untrained, you could be any match for me?" Lance spit on Apocalypse with bloody saliva. "Eloquent response. You know what I want, don't you?"

"Kill me," Lance muttered weakly. "Finish me... let me join my family... let me join Kate..."

"Is that what he's bitter about?" Rogue asked. "Katherine Pryde died giving birth to a dead child and he blames you?"

"Eye of Ages... it's his fault."

"Sacrifices must be made in the name of progress," Rogue said coldly. "You were right, he's a strong one."

"That's why I chose him as one of the Twelve. Your power is already mine, boy. Now let me return the favor and give you some of mine." Apocalypse gripped Lance's head firmly and kept him in place despite his weak struggling. Apocalypse's aura dimmed and Lance produced one of his own as he screamed from the intensity of the power transfer. Apocalypse stopped and Lance's aura disappeared as he body went limp.

"What," Lance muttered, even weaker than before, "Did you do?"

"You need a few hours of rest," Apocalypse told him. He closed his fist and the chains shattered, dropping Lance to the floor. Lance looked up and his eyes became yellow, his pupils completely gone. "Who is your master?"

"You, great Apocalypse," Lance said in a tired voice.

"Good. Rest up, my horseman. I will put you to use soon enough." Apocalypse and Rogue left the room to find Forge and Bastion waiting. "Forge, you will go to Kenya to repair the tower."

"Yes, master," Forge said, bowing. "I will leave immediately." Forge left Apocalypse's presence, followed by Bastion. "Bastion, you stay here and finish programming the duplicates."

"Will do," it spoke. "Will duplicate memory into other bodies."

* * *

"I see the village, we're at Santa Inez," Toad called from the top of a tree. The small town seem sparely populated, but then, it was still morning and not everyone was up. Scott, Wanda, Pyro and Danielle climbed down the mountainside and approached.

"Bienvenidos a Santa Inez," a red-haired man in a poncho greeted them.

"No hablos esp-an-ol," Danielle told him.

"Are you looking for shelter? I'm with the Torre Azul hotel, we have plenty of rooms available as well was a restaurant. You're in time for breakfast, we have eggs, chorizo, fresh fruit bowls, fresh milk, coffee..."

"Sounds like a plan," Pyro grinned. "Aaahh... you go on ahead, I'll stop and have me a quick meal. Anyone care to join me?"

"Yeah, I'll go," Danielle said.

"We can't split up," Wanda said. "We'll all go. Unless Scott wants to press ahead, as usual."

"Are you going to start again? Fine, we'll take a break." The red-haired man led them into a small inn that seemed to be almost empty. There was a woman behind the counter at the desk, a young man tying his shoelaces towards the far wall, and a man wrapped in a heavy blanket sleeping on the floor, but nobody else.

"This is Torre Azul," the red-haired man said, holding the door open as they all shuffled in. "I hope our rooms will be comfortable enough for you. You will be staying here for a long time."

"Huh?" The red-haired man locked the door behind him and drew two guns from beneath his poncho. The woman behind the counter pulled a large rifle from beneath the desk and aimed it at the group. The small boy split into two separate boys, each of equal size and mass, and both held large knives. Wanda motioned for everyone to remain calm. "What is this? What do you want?"

"Information," the sleeping man said, rising to his feet. He tossed off the blanket to reveal himself. Green-skin and built like a workhorse, his yellowing teeth appeared in a menacing display. One of his eyes was covered by a red targeting scope, wrapped around his bald head like an eyepatch. He raised his right arm in a slow, clockwork fashion, making a loud whirling noise, revealing that beneath the sleeves and glove, it was a mechanical prosthetic.

"Gauntlet," Scott snarled.

"You've been tracking me for eight days now," Gauntlet said, shifting his gun to his left hand. His right arm slowly returned to a standard position at his side. "What do you kids want with me? You coming after the bounty on my head, or are you after something else?"

"We know you're after Caliban," Scott said.

"Scott, shhh, let me handle this," Wanda whispered. He sneered, but yielded.

"Caliban is mine, do you understand?"

"We don't want Caliban, we just want some information from him. And from you, we just want to know what Patronete wrote."

"So you know." Gauntlet lowered his weapon, but the rest of his team kept their aim up. "You're Magneto's girl, aren't you? Magneto would pay the weight of Avalon in gold to have you returned safely..."

"If you lay a single finger on her, I'll-"

"Settle down, loverboy. I'm not after gold. The boss around here has his eye out for you and he'd pay much more than Magneto would if I turned you in, but I won't." Gauntlet's red monocle's scope spun in place. "I've got other plans. I'll make a deal with you. I'll tell you what Dr. Patronete wrote before he croaked and you'll help draw out Caliban. We share the information he has, I get his head, you kids get to leave this town unharmed."

"I think that sounds reasonable," Pyro said to his friends.

"Well, it's your call, fearless leader," Scott grunted. "Are we gonna accept or not?"

Wanda looked at Gauntlet, knowing that the chance he would keep his end of the bargain was slim, but at the moment, she had little choice. They could try to fight their way out of the inn, but it was a great risk... but they had always taken risks. She made up her mind.

Wanda gulped, and told Gauntlet her decision.

It's a cliffhanger, my friends. More Bastions? Uh oh.

Just some background info: Gauntlet had his right arm cut off by a renegade Logan in LoA. Dr. Patronete scribbled something on his notebook before the legacy spores killed him. How Gauntlet came to get that information will be revealed soon enough. As for Sauron... keeping him away from the main action is a slight reference to Lord of the Rings (given that in the comics, Karl Lykos named himself after LOTR's Sauron), as Sauron never makes an appearance in the book, despite being the central villain, but is always watching. Don't worry, I'm not going to follow it that closely.


End file.
